SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Versant Ventures VII GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2023	3. Issuer Name and Ticker or Trading Symbol RayzeBio, Inc. [ RYZB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	3,786,957	(1)	I	See Footnote(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	778,058	(1)	I	See Footnote(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	345,803	(1)	I	See Footnote(4)
Series C Convertible Preferred Stock	(2)	(2)	Common Stock	247,343	(2)	I	See Footnote(4)

1. Name and Address of Reporting Person* Versant Ventures VII GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Ventures VII GP, L.P. (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Venture Capital VII, L.P. (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Vantage I GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Vantage I GP, L.P. (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Vantage I, L.P. (Last) (First) (Middle) ONE SANSOME STREET SUITE 1650 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-one basis without payment of additional consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.

2. Each share Series C Convertible Preferred Stock (the "Series C Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-1.14443753806379 basis without payment of additional consideration. Upon the closing of the IPO, the Series C Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series C Preferred Stock has no expiration date.

3. These shares are held of record by Versant Venture Capital VII, L.P. ("Versant VII"). Versant Ventures VII GP-GP, LLC ("Versant VII GP LLC") is the general partner of Versant Ventures VII GP, L.P. ("Versant VII GP LP"), which is the general partner of Versant VII, and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of Versant VII GP LLC and Versant VII GP LP disclaims beneficial ownership of the shares held by Versant VII, except to the extent of their respective pecuniary interests therein, if any.

4. These shares are held of record by Versant Vantage I, L.P. ("Vantage I"). Versant Vantage I GP-GP, LLC ("Vantage I GP LLC") is the general partner of Versant Vantage I GP, L.P. ("Vantage I GP LP"), which is the general partner of Vantage I, and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of Vantage I GP LLC and Vantage I GP LP disclaims beneficial ownership of the shares held by Vantage I, except to the extent of their respective pecuniary interests therein, if any.

Remarks:

	/s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC	09/14/2023
	/s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC, general partner of Versant Ventures VII GP, L.P.	09/14/2023
	/s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC, general partner of Versant Ventures VII GP, L.P., general partner of Versant Venture Capital VII, L.P.	09/14/2023
	/s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC	09/14/2023
	/s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P.	09/14/2023
	/s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P., general partner of Versant Vantage I, L.P.	09/14/2023
	** Signature of Reporting Person	Date
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